Item 8.01. Other Events.
On January 24, 2019, Sparton Corporation (the "Company") issued a press release
announcing that the waiting period under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended (the "HSR Act"), with respect to the
Company's pending acquisition by Striker Parent 2018, LLC ("Parent"), an
affiliate of Cerberus Capital Management, L.P., expired at 11:59 p.m. Eastern
Time on January 22, 2019 without a request for additional information by the
Federal Trade Commission or the Department of Justice.
The expiration of the waiting period under the HSR Act satisfies one of the
conditions to the closing of the transactions contemplated by the Agreement and
Plan of Merger, dated as of December 11, 2018 (the "Merger Agreement"), by and
among the Company, Parent and Striker Merger Sub 2018, Inc. ("Merger Sub"), a
wholly owned subsidiary of Parent. The consummation of such transactions remains
subject to other customary closing conditions set forth in the Merger Agreement,
including receipt of the approval of the shareholders of the Company.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Safe Harbor and Fair Disclosure Statement
Safe Harbor statement under the Private Securities Litigation Reform Act of
1995: To the extent any statements made in this report contain information that
is not historical, these statements are essentially forward-looking and are
subject to risks and uncertainties, including the difficulty of predicting
future results, the regulatory environment, fluctuations in operating results
and other risks detailed from time to time in the Company's filings with the
Securities and Exchange Commission ("SEC"). The matters discussed in this report
may also involve risks and uncertainties concerning the Company's services
described in the Company's filings with the SEC. In particular, see the risk
factors described in the Company's most recent Form 10-K and Form 10-Q.
Additional factors may include the effect of the announcement of the merger and
related transactions on the Company's business relationships, operating results
and business generally; the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement,
and the risk that the Merger Agreement may be terminated in circumstances that
require the Company to pay a termination fee to Parent; the outcome of any legal
proceedings that may be instituted against the Company related to the Merger
Agreement; and the failure to satisfy conditions to completion of the merger
with Merger Sub, including the receipt of Company shareholder approval. Although
we believe that these forward-looking statements are based on reasonable
assumptions, there are many factors that could affect our actual financial
results or results of operations and could cause actual results to differ
materially from those in the forward-looking statements. All future written and
oral forward-looking statements by us or persons acting on our behalf are
expressly qualified in their entirety by the cautionary statements contained or
referred to above. Except for the Company's ongoing obligations to disclose
material information as required by the federal securities laws, the Company
does not have any obligations or intention to release publicly any revisions to
any forward-looking statements to reflect events or circumstances in the future
or to reflect the occurrence of unanticipated events.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of the Company by Parent. In connection with the proposed
transaction, the Company has filed with the SEC and will mail or otherwise
provide to its shareholders a proxy statement regarding the proposed
transaction. BEFORE MAKING ANY VOTING DECISION, THE COMPANY'S SHAREHOLDERS ARE
URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and
security holders may obtain a free copy of the proxy statement and other
documents that the Company files with the SEC from the SEC's website at
www.sec.gov and the Company's website at www.Sparton.com.
The Company and its directors, executive officers and employees may be deemed,
under SEC rules, to be participants in the solicitation of proxies from the
Company's shareholders with respect to the proposed transaction. Shareholders
may obtain information regarding the names, affiliations and interests of such
individuals in the Company's Annual Report on Form 10-K for the fiscal year
ended July 1, 2018, and its definitive proxy statement for the 2018 annual
meeting of shareholders. Additional information regarding the interests of such
individuals in the proposed acquisition of the Company by Parent is included in
the proxy statement relating to such acquisition that was filed with the SEC on
January 23, 2019. These documents may be obtained free of charge from the SEC's
website at www.sec.gov and the Company's website at www.Sparton.com.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release, dated January 24, 2019.
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